文档介绍：Transfer of shares
(1)Restrictions on shares transfer
a. Transfer between shareholders
All or part of the shares of the shareholders of a limited liability
company may be transferred between the shareholders.
b. Transfer to non-shareholders
Where a shareholder intends to transfer his/her shares to any
non-shareholder, it shall be subject to the approval of more than half of
the other shareholders.
The shareholder shall notify the other shareholders in written form of
the matters on the transfer of shares for their approval. If any of the other
shareholders does not give a reply within 30 days after the receipt of the
written notice, he/she shall be deemed to have agreed to the transfer. If
more than half of the other shareholders disagree to the transfer, the
opposing shareholders shall purchase the shares to be transferred;
otherwise they shall be deemed to have agreed to the transfer. Under the
same conditions, the other shareholders have a preemptive right over the
shares to be transferred. If two or more shareholders claim the preemptive
right, they shall determine the percentages of purchase through
negotiation. If the negotiation fails, they shall exercise the preemptive
right on the basis of their respective proportion of capital contributions
行使回购请求权的条件。
有下列情形之一的,对股东会该项决议投反对票的股东可以请求公司按照合理
的价格收购其股权;
5 年不向股东分配利润,而公司该 5 年连续盈利,并且符合公司法
规定的分配利润条件的;
、分立、转让主要财产的;
,股东会会
议通过决议修改章程使公司存续的。
(2)Request of share repurchase
Under any of the following circumstances, a shareholder who votes
against the resolution of the shareholders meeting may request pany
to repurchase his/her shares at a reasonable price:
a. pany has made profit for 5 consecutive years without any
distribution to the shareholders when it meets the profit distribution
conditions as prescribed in pany Law; or
b. Merger, split-up or transfer of the main properties of pany;
or
c. Whe